Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Business Combination Agreement

On October 27, 2025, Cantor Equity Partners II, Inc., a Cayman Islands exempted company ("CEPT"), Securitize, Inc., a Delaware corporation ("Securitize"), Securitize Holdings, Inc., a Delaware corporation ("Pubco"), Pinecrest Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of Pubco ("CEPT Merger Sub"), and Senna Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of CEPT ("Securitize Merger Sub"), entered into a Business Combination Agreement (the "Business Combination Agreement"). Capitalized terms used in this Current Report on Form 8-K (this "Report") but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.

Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the "Closing" and the date of the Closing, the "Closing Date"), the CEPT Merger and the Securitize Merger (as each such term is defined below) will be effectuated. The CEPT Merger and the Securitize Merger are collectively referred to as the "Mergers" and the Mergers, together with the other transactions contemplated by the Business Combination Agreement, the Subscription Agreements (as defined below) and the other ancillary documents thereto are collectively referred to as the "Transactions".

On the Closing Date, CEPT will merge with and into CEPT Merger Sub (the "CEPT Merger"), with CEPT Merger Sub continuing as the surviving entity, in connection with which (i) immediately prior to the effective time, each issued and outstanding Class B ordinary share, par value $0.0001 per share, of CEPT ("CEPT Class B Ordinary Shares"), other than the Surrendered CEPT Shares (as defined below), will automatically convert into one Class A ordinary share, par value $0.0001 per share, of CEPT (the "CEPT Class A Ordinary Shares" and, together with the CEPT Class B Ordinary Shares, the "CEPT Ordinary Shares"), and (ii) at the effective time, the holders of CEPT Class A Ordinary Shares (other than the holders who validly redeemed their CEPT Class A Ordinary (the "Redeemed CEPT Shares") in accordance with CEPT's amended and restated memorandum and articles of association (the "CEPT Memorandum and Articles") and CEPT's final prospectus for its initial public offering dated as of May 1, 2025 and filed by CEPT with the SEC on May 2, 2025 (the "IPO Prospectus") will receive one share of Pubco common stock, par value $0.0001 per share ("Pubco Common Stock"), for each CEPT Class A Ordinary Share held by such CEPT shareholder. The Redeemed CEPT Shares will be cancelled and after such cancellation will cease to have any rights except for the right to be paid a pro rata share of the trust account balance in accordance with the CEPT Memorandum and Articles and IPO Prospectus.

At least two (2) hours after the CEPT Merger, Securitize Merger Sub will merge with and into Securitize, with Securitize continuing as the surviving entity (the "Securitize Merger"), in connection with which (i) immediately prior to the effective time, each issued and outstanding share of Securitize preferred stock, par value $0.0001 per share (the "Securitize Preferred Stock") will be automatically converted into one share of common stock of Securitize, par value $0.0001 per share ("Securitize Common Stock"), and (ii) at the effective time, the holders of Securitize Common Stock (the "Securitize Stockholders") will receive a number of shares of Pubco Common Stock equal to the Per Share Company Merger Consideration.

The "Per Share Company Merger Consideration" is, for each share of Securitize Common Stock being converted into shares of Pubco Common Stock in the Securitize Merger, such number of shares of Pubco Common Stock equal to (a) (i) the Equity Value of Securitize (which is $1.25 billion, subject to adjustments calculated in accordance with the Business Combination Agreement), divided by (b) the Fully-Diluted Company Shares (calculated in accordance with the Business Combination Agreement), divided by (iii) $10.00, and (b) the right to receive the relevant portion of 6,250,000 shares of Pubco Common Stock (the "Securitize Earn-Out Shares"), if any, attributable to such shares.

The Securitize Earn-Out Shares will be issued to Securitize Stockholders if, at any time during the five (5) year period following the Closing Date (the "Earn-Out Period"), the volume-weighted average price (the "VWAP") of Pubco Common Stock exceeds certain price thresholds as described below: (i) one-third of the Securitize Earn-Out Shares will be issued if the VWAP of Pubco Common Stock exceeds $15.00 for 20 out of any 30 trading days beginning 90 days after Closing, (ii) one-third of the Securitize Earn-Out Shares will be issued if the VWAP of Pubco Common Stock exceeds $20.00 for 20 out of any 30 trading days beginning 90 days after Closing, and (iii) one-third of the Securitize Earn-Out Shares will be issued if the VWAP of Pubco Common Stock exceeds $25.00 for 20 out of any 30 trading days beginning 90 days after Closing.